Shanghai-registered BIREN TECH (HKG: 06082) has published the full rules of its “H-Share Option Scheme 2”, setting the framework for a new round of equity incentives aimed at employees, related entities and long-term service providers.

Key parameters

1. Effective date and term • The scheme will become effective on the date it is approved by shareholders at an extraordinary general meeting and by the Hong Kong Stock Exchange (HKEX). • Validity: from the adoption date up to the day preceding the 10th anniversary, unless terminated earlier by the board.

2. Participant scope • Three categories qualify: a) Employee Participants – directors, supervisors and staff of the company or its subsidiaries. b) Related Entity Participants – directors, supervisors and employees of controlling shareholders, fellow subsidiaries or associates. c) Service Providers – individuals or entities that deliver ongoing services aligned with BIREN TECH’s long-term interests.

3. Share pool and limits • Overall scheme limit: up to 243.89 million H shares, representing 10% of BIREN TECH’s issued share capital (excluding treasury shares) as at the adoption date. • Service-provider sub-limit: 24.39 million H shares, or 1% of issued capital. • Individual 12-month limit: the aggregate number of shares issued and to be issued upon exercise of options (under all share schemes) to any single participant must not exceed 1% of the company’s issued shares. • Grants exceeding individual or connected-person thresholds (0.1% of issued shares within 12 months for independent non-executive directors, substantial shareholders or their associates) require separate shareholder approval.

4. Grant and vesting mechanics • Options may be granted at the board’s discretion at any time during the 10-year scheme life, subject to blackout periods prescribed by HKEX Listing Rules. • Exercise price is the highest of: – the closing price on the grant date; – the average closing price for the five trading days preceding the grant date; – the par value of RMB 0.02 per H share. • Standard vesting period: minimum 12 months; shorter schedules permitted only under specific circumstances such as replacement awards, death, disability or accelerated vesting tied to performance conditions. • Option life: determined at grant but cannot exceed 10 years from the grant date.

5. Funding and share source • Shares may be satisfied via new issue, on-market/off-market purchases or transfer of treasury shares, all held by an independent trustee under a dedicated trust. • “Incentive plan funds” comprise company-provided cash and participant payments required by grant terms.

6. Lapse and claw-back provisions • Options lapse on expiry, termination of employment/service (subject to specific post-termination exercise windows), breach of confidentiality or non-compete obligations, misconduct, failure to meet performance hurdles, or other events deemed by the board to warrant cancellation. • In cases of fraud, breach or other misconduct, the board may claw back proceeds or shares obtained from exercised options within three years of discovery.

7. Amendments and termination • The board may amend the scheme, but material changes—particularly those affecting Listing Rule 17.03 items—require shareholder approval. • The board can terminate the plan at any time; no further options will be granted post-termination, though outstanding options remain subject to the scheme rules.

The proposed option scheme underscores BIREN TECH’s intention to align key stakeholders with long-term corporate growth while adhering to HKEX’s Chapter 17 requirements for share incentive plans.